SEC Form 4 · accession 0001225208-17-005048
Beneficial Bancorp Inc. · BNCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gerard P Cuddy
Officer — President & CEO · Director
Period of report
Feb 28, 2017
Accepted (ET)
Mar 1, 2017 · 3:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001615418
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 28, 2017 | M | 30,000 | $8.30 | A | 47,436 | D | |
| Common StockF1 | Feb 28, 2017 | S | 30,000 | $16.3599 | D | 17,436 | D | |
| Common Stock | holding | — | — | — | 23,185 | I | By IRA | |
| Common Stock | holding | — | — | — | 26,265 | I | By KSOP | |
| Common StockF2 | holding | — | — | — | 35,000 | I | Restricted Stock IX | |
| Common StockF3 | holding | — | — | — | 4,400 | I | Restricted Stock V | |
| Common StockF4 | holding | — | — | — | 4,400 | I | Restricted Stock VI | |
| Common StockF5 | holding | — | — | — | 8,800 | I | Restricted Stock VII | |
| Common StockF6 | holding | — | — | — | 31,000 | I | Restricted Stock VIII | |
| Common StockF7 | holding | — | — | — | 498,000 | I | Restricted Stock X | |
| Common StockF8 | holding | — | — | — | 22,707 | I | Restricted Stock XI |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F9 | $8.30 | Feb 28, 2017 | M | 30,000 | D | — | Mar 23, 2022 | Common Stock | 30,000 | 34,002 | D |
| Stock Option (Right to Buy)F10 | $8.40 | holding | — | — | — | — | Jan 17, 2023 | Common Stock | 82,492 | 82,492 | D |
| Stock Option (Right to Buy)F11 | $10.77 | holding | — | — | — | — | Feb 20, 2024 | Common Stock | 82,492 | 82,492 | D |
| Stock Option (Right to Buy)F12 | $11.41 | holding | — | — | — | — | Feb 6, 2025 | Common Stock | 47,541 | 47,541 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $16.30 to $16.55, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F10Stock options vest in 5 equal annual installments with the first 20% vesting on January 17, 2014, the first anniversary of the date of the grant.
- F11Stock options vest in 5 equal annual installments with the first 20% vesting on February 20, 2015, the first anniversary of the date of the grant.
- F12Stock options vest in 5 equal annual installments with the first 20% vesting on February 6, 2016, the first anniversary of the date of the grant.
- F2These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on January 28, 2019, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
- F3These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on March 23, 2015, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
- F4These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on January 17, 2016, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
- F5These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on February 20, 2017, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
- F6These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on February 06, 2018, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
- F7Shares of restricted stock vest in 3 equal annual installments with the first 33 1/3% vesting on June 9, 2017, the first anniversary of the date of the award.
- F8Of the 22,707 shares granted 13,624 shares will fully vest on January 26, 2020 upon the satisfaction of company performance criteria related to credit quality, return on average assets and total shareholder return. The remaining 9,083 shares are subject to vesting in 3 equal annual installments with the first 33 1/3% vesting on January 26, 2018, the first anniversary of the date of the award.
- F9Stock options vest in 5 equal annual installments with the first 20% vesting on March 23, 2013, the first anniversary of the date of the grant.